Loan Conversion

Embargoed Release: 07:00hrs Friday 23rd December 2005

                                  SOPHEON PLC                                  

                           Conversion of loan stock                            

                      Extension of Equity Line Agreement                       

                  International Financial Reporting Standards                  

                              Change of Auditors                               

Sopheon plc announces that it has issued 10,197,327 ordinary shares in
connection with the maturity of its remaining balance of £1,223,679 of
convertible loan stock. The convertible loan stock is now fully converted, as
foreseen in Sopheon's annual report and other announcements. The conversion has
resulted in the issue of 3,250,000 ordinary shares to Mr B K Mence, a director,
changing the total holding in which Mr Mence is beneficially interested to
14,423,847 ordinary shares, representing 10.8% of the Company's issued share
capital. The conversion has also resulted in the issue of 5,416,667 ordinary
shares to Norman Nominees Limited, changing its total shareholding to 9,891,260
ordinary shares, representing 7.4% of the Company's issued share capital.
Application has been made for the new ordinary shares, which are subject to
certain lock-in requirements, to be admitted to trading on AIM. Dealings are
expected to commence on 3 January 2006.

Sopheon is also pleased to advise that its equity line of credit facility with
GEM Global Yield Fund Limited ('GEM') due to expire today has been extended for
a two year period through to 23 December 2007. As part of the agreement, the
costs of the extension, as well as outstanding commitment fees relating to the
initial term, have been satisfied by the issue of 400,000 ordinary shares to
GEM at a price of 18p per ordinary share. Over 90% of the original €10m
facility remains available under the extended agreeement. Application has been
made for the new ordinary shares to be admitted to trading on AIM, and dealings
are expected to commence on 3 January 2006.

Although Sopheon's AIM listing provides for an exemption from the adoption of
International Financial Reporting Standards ('IFRS') until the financial
statements for the year 2007, the board has continued to evaluate the relative
merits of early adoption of IFRS as opposed to continued application of UK
GAAP. In view of the increasing importance of the group's shareholders that
trade through Euronext, coupled with the effect of extensive changes coming
through in UK GAAP relating to its convergence with IFRS, the board has now
concluded in consultation with its advisers that adoption of IFRS as of the
2005 financial statements is appropriate.

A detailed evaluation of the effects of the adoption of IFRS on Sopheon's
financial statements is ongoing but the preliminary conclusions as to the key
areas likely to be materially affected are (i) an option pricing model will be
used to work out the fair value of share options granted during a period, with
this value being charged to the profit and loss account over the expected
vesting period; (ii) certain research and development expenditure may be
capitalised and amortised based on detailed technical criteria, rather than
automatically charging such costs in the profit and loss account as they arise;
(iii) certain short term non-trade payables and receivables may require
restatement or reclassification and (iv) certain acquired goodwill may require
reclassification as an intangible asset. It is not expected that the treatment
and reporting of Sopheon's revenues will be affected by the adoption of IFRS.

Finally, the Sopheon board wishes to announce that BDO Stoy Hayward has
replaced Ernst & Young as auditors with immediate effect. BDO is the world's
fifth largest accountancy network. Its focus on growth oriented companies
aligns well with Sopheon's business characteristics, and will deliver a more
cost effective audit service. The BDO member firms in the Netherlands and in
the USA are respectively BDO CampsObers Accountants & Belastingadviseurs, and
BDO Seidman LLP. Ernst & Young remain Sopheon's tax advisers.

For further information contact:

Barry Mence, Chairman Sopheon plc                 Tel : + 44 (0) 1483 685  
                                                  735                      
Arif Karimjee, CFO                                                         
                                                                           
Adam Reynolds         Hansard Communications      Tel : + 44 (0) 207 245   
                                                  1100                     
Andrew Tan                                                                 
                                                  + 44 (0) 7957 203 685    
                                                                           
Floor van Maaren      Citigate First Financial    Tel : + 31 (0) 205 754   
                                                  010